Common use of No Conflicts; Consents and Approvals Clause in Contracts

No Conflicts; Consents and Approvals. Except as would not materially and adversely affect Parent’s or Purchaser’s ability to consummate the transactions contemplated hereby, neither the execution and delivery of this Agreement by Parent or Purchaser nor the consummation of the transactions contemplated hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act and any Foreign Antitrust Laws, (ii) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, or (iii) the filing and recordation of appropriate merger documents as required by the DGCL, (c) violate, conflict with or result in a breach of any provision of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any material Contract to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which the assets of Parent or any of their respective Subsidiaries may be bound or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound.

No Conflicts; Consents and Approvals. Except as The execution, delivery and performance of this Agreement by Purchaser and the execution, delivery and performance of this Agreement or any related agreements required to be entered HIF/0001/00024/23823897 v2 116 into hereby by Purchaser will not (1) conflict with or result in a violation pursuant to any provision of the charter documents or by-laws of Purchaser, (2) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in paragraph (b) below, contravene any Law currently in effect, or (3) conflict with or result in a breach of, or default under any Contract to which Purchaser is a party or to which Purchaser or any of its respective properties is subject or by which any thereof is bound, except with respect to clauses (2) and (3) above, for any such contraventions, conflicts, breaches, defaults or other occurrences that would not materially and adversely affect Parent’s have a Purchaser Material Adverse Effect. Other than the governmental approvals specified in the Agreement, no consent, approval, notice, order or Purchaser’s ability authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to consummate the transactions contemplated hereby, neither be obtained or made in connection with the execution and delivery of this Agreement by Parent Purchaser, the performance by Purchaser of its obligations hereunder or Purchaser nor the consummation of the transactions contemplated hereby will (a) violate hereby, other than such items that the failure to make or conflict with or result in any breach of any provision of obtain, as the respective certificate of incorporation or bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as case may be required under the HSR Act and any Foreign Antitrust Laws, (ii) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, or (iii) the filing and recordation of appropriate merger documents as required by the DGCL, (c) violate, conflict with or result in a breach of any provision of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwisebe, would constitute not have a default or give rise to any such right) under any of the terms, conditions or provisions of any material Contract to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which the assets of Parent or any of their respective Subsidiaries may be bound or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Purchaser or any of their respective Subsidiaries or by which any of their respective assets are boundMaterial Adverse Effect.

No Conflicts; Consents and Approvals. Except as would not materially and adversely affect ParentSubject (in the case of Section 3.4(a)(i) or (c)) to Seller obtaining the Seller’s or Purchaser’s ability to consummate the transactions contemplated herebyRequired Consents, neither the execution and the delivery or performance of this Agreement or any of the Ancillary Agreements by Parent Guarantor, Seller or Purchaser any of its Affiliates, nor the consummation of the transactions contemplated hereby or thereby, will (a) violate (i) any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, license or conflict with other Law or result in restriction of any breach Governmental Authority to which Guarantor, Seller, any of its Affiliates or any of its property (including any of the Acquired Assets) is subject or (ii) any provision of the respective certificate charter or by-laws of incorporation Guarantor, Seller or bylaws (or other similar governing documents) of Parent or Purchasersuch Affiliate, (b) require any consentassuming receipt of all necessary filings, approvalwaivers, authorization or permit ofapprovals, or filing with or notification toconsents and authorizations set forth on Schedule 3.4, any Governmental Entityconflict with, except (i) as may be required under the HSR Act and any Foreign Antitrust Laws, (ii) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, or (iii) the filing and recordation of appropriate merger documents as required by the DGCL, (c) violate, conflict with or result in a breach of, constitute a default under, result in the acceleration of, trigger any right of first refusal under, create in any provision ofparty the right to accelerate, terminate, modify, or cancel, or require any consent, waiver notice under (with or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with without the giving of notice, the passage lapse of time time, or otherwise, would constitute a default or give rise to any such rightboth) under any of the terms, conditions or provisions of any material Contract to which Parent Assigned Contract, Permit or Purchaser Transferred Permit Application, (c) require any consent or approval of, or notice to, or filing or registration with, any of their respective Subsidiaries is a party or by which the assets of Parent or any of their respective Subsidiaries may be bound Governmental Authority or (d) violate result in the imposition or creation of any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Purchaser or Lien on any of their respective Subsidiaries or by which any of their respective assets are boundAcquired Asset other than Permitted Liens.

No Conflicts; Consents and Approvals. Except as would not materially and adversely affect Parent’s or Purchaser’s ability to consummate set forth in Schedule 2.3 attached hereto (the transactions contemplated hereby"Required Consents"), neither the execution execution, delivery and delivery performance by the Seller of this Agreement by Parent or Purchaser and each other Transaction Document to which it is a party, nor the consummation of the transactions contemplated hereby will Acquisition, (ai) violate or conflict with or result in any breach of violates any provision of the respective certificate Certificate of incorporation Incorporation or bylaws by-laws (or other similar governing comparable charter documents) of Parent or Purchaser, the Seller; (bii) require requires the Seller to obtain any consent, approval, authorization Permit (as defined in Section 2.20) or permit ofaction of or waiver from, or make any filing with with, or notification give any notice to, any Governmental Entity, except Body (ias defined in Section 2.19) as may be required under the HSR Act and or any Foreign Antitrust Laws, (ii) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, or other Person; (iii) the filing and recordation of appropriate merger documents as required by the DGCLviolates, (c) violate, conflict conflicts with or result results in a breach of any provision of, or require any consent, waiver or approval or result in a default under (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with after the giving of notice, notice or the passage of time or otherwiseboth), would constitute a default or give rise permits the termination of, any Contract, right, other obligation or restriction relating to any such right) under any of or which affects the terms, conditions Purchased Shares or provisions of any material Contract the Seller to which Parent or Purchaser or any of their respective Subsidiaries the Seller is a party or by which either of them or its Assets or the assets of Parent or any of their respective Subsidiaries Business may be bound or (d) violate subject, or results in the creation of any order, writ, injunction, decree, statute, rule Lien upon the Purchased Shares or regulation applicable to Parent or Purchaser or upon any of the Assets of the Seller pursuant to the terms of any such Contract; (iv) violates or conflicts with any Law or Order of any Governmental Body against, or binding upon, the Seller or upon their respective Subsidiaries Assets or by which the Business or the Purchased Shares; or (v) violates or results in the revocation or suspension of any of their respective assets are boundPermit.

No Conflicts; Consents and Approvals. Except (a) for filings as would not materially may be required under the applicable requirements of the Exchange Act and adversely affect Parent’s (b) as set forth in Section 4.3 of the Seller Disclosure Schedule, none of the execution, delivery or Purchaser’s ability to consummate the transactions contemplated hereby, neither the execution and delivery performance of this Agreement and the Transaction-Related Documents by Parent or Purchaser nor Seller, the consummation by Seller of the transactions contemplated hereby and thereby and compliance by Seller with any of the provisions hereof and thereof will (ai) violate or conflict with or result in any breach of any provision of the respective certificate organizational documents of incorporation or bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act and any Foreign Antitrust LawsSeller, (ii) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunderrequire Seller to make any filing with, furnish any notice to, or obtain any permit, authorization, consent or approval of, any Governmental Authority, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, (c) violate, conflict with or result in a violation or breach of any provision of, or require any consent, waiver constitute (with or approval without due notice or result in lapse of time or both) a default (or give rise to any right of termination, cancellationcancellation or acceleration) under, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any material Purchased Contract to which Parent or Purchaser or any of their respective Subsidiaries Seller is a party and which is applicable to the Business, (iv) require a consent, approval, or by which waiver from, or notice to, any party to a Purchased Contract, (v) result in the assets creation or imposition of Parent or any of their respective Subsidiaries Encumbrance upon the Purchased Assets (other than such Encumbrances as may be bound created in connection with Buyer’s financing of the transactions contemplated hereby, if any), or (dvi) violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to Parent which the Purchased Assets or Purchaser the Business are subject, excluding from the foregoing clauses (iii) and (vi) such violations, breaches and defaults that would not, individually or any of their respective Subsidiaries in the aggregate, be material to the Business or by which any of their respective assets are boundthe Purchased Assets.

No Conflicts; Consents and Approvals. Except as would not materially and adversely affect Parent’s or Purchaser’s ability to consummate set forth in Schedule 2.3 attached hereto (the transactions contemplated hereby"Required Consents"), neither the execution execution, delivery and delivery performance by the Seller of this Agreement by Parent or Purchaser and each other Transaction Document to which it is a party, nor the consummation of the transactions contemplated hereby will Acquisition and the Other Contemplated Transactions, (ai) violate or conflict with or result in any breach of violates any provision of the respective certificate Certificate of incorporation Incorporation or bylaws by-laws (or other similar governing comparable charter documents) of Parent the Seller or Purchaser, any of the Subsidiaries; (bii) require requires the Seller or any of the Subsidiaries to obtain any consent, approval, authorization Permit or permit ofaction of or waiver from, or make any filing with with, or notification give any notice to, any Governmental Entity, except (i) as may be required under the HSR Act and Body or any Foreign Antitrust Laws, (ii) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, or other Person; (iii) the filing and recordation of appropriate merger documents as required by the DGCLviolates, (c) violate, conflict conflicts with or result results in a breach of any provision of, or require any consent, waiver or approval or result in a default under (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with after the giving of notice, notice or the passage of time or otherwiseboth), would constitute a default or give rise permits the termination of, any Contract, right, other obligation or restriction relating to any such right) under or which affects the Purchased Shares or the Seller or any of the terms, conditions or provisions of any material Contract Subsidiaries to which Parent or Purchaser the Seller or any of their respective the Subsidiaries is a party or by which either of them or its Assets or the assets of Parent or any of their respective Subsidiaries Business may be bound or (d) violate subject, or results in the creation of any order, writ, injunction, decree, statute, rule Lien upon the Purchased Shares or regulation applicable to Parent or Purchaser or upon any of the Assets of the Seller or the Subsidiaries pursuant to the terms of any such Contract; (iv) violates or conflicts with any Law or Order of any Governmental Body against, or binding upon, the Seller or the Subsidiaries or upon their respective Subsidiaries Assets or by which the Business or the Purchased Shares; or (v) violates or results in the revocation or suspension of any of their respective assets are boundPermit.

No Conflicts; Consents and Approvals. Except as would not materially and adversely affect Parent’s provided in Section 3.3 of the Buyer Disclosure Schedule, none of the execution, delivery or Purchaser’s ability to consummate the transactions contemplated hereby, neither the execution and delivery performance of this Agreement and the Transaction-Related Documents by Parent or Purchaser nor Buyer, the consummation by Buyer of the transactions contemplated hereby and thereby and compliance by Buyer with any of the provisions hereof and thereof will (ai) violate or conflict with or result in any breach of any provision of the respective certificate organizational documents of incorporation or bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act and any Foreign Antitrust LawsBuyer, (ii) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunderrequire Buyer to make any filing with, furnish any notice to, or obtain any permit, authorization, consent or approval of, any Governmental Authority, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, (c) violate, conflict with or result in a violation or breach of any provision of, or require any consent, waiver constitute (with or approval without due notice or result in lapse of time or both) a default (or give rise to any right of termination, cancellationcancellation or acceleration) under, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any material Contract note, bond, mortgage, indenture, lease, license, Contract, agreement or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries Buyer is a party or by which the assets of Parent it or any of their respective Subsidiaries its properties or assets may be bound bound, or (div) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent Buyer or Purchaser its properties or any assets, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, notices, permits, authorizations, consents, approvals, violations, breaches, defaults, rights or losses that would not, individually or in the aggregate, (A) prevent or materially delay consummation of their respective Subsidiaries the transactions contemplated hereby, or (B) otherwise prevent or materially delay performance by which any Buyer of their respective assets are boundits material obligations under this Agreement, or (C) have a Buyer Material Adverse Effect.

No Conflicts; Consents and Approvals. Except as would not materially and adversely affect Parent’s set forth in Exhibit ------------------------------------ ------- 2.2, the execution, delivery or Purchaser’s ability to consummate the transactions contemplated hereby, neither the execution and delivery performance of this Agreement by Parent or Purchaser nor and the --- consummation of the transactions contemplated hereby will not (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or other similar governing documents) of Parent or Purchaser, (bi) require any Seller or Parekh to obtain the consent, license, permit, waiver, approval, authorization or permit other action of, by or filing with or notification respect to, any Governmental Entitygovernmental or nongovernmental person or entity, except (i) as may the failure of which to be required under obtained could materially affect Seller or the HSR Act and any Foreign Antitrust LawsAssets, (ii) result in the applicable requirements breach of, violate or conflict with any of the Exchange Act and terms or provisions of the rules and regulations promulgated thereunderarticles of incorporation or bylaws of Seller, or (iii) the filing and recordation of appropriate merger documents as required by the DGCL, (c) violate, conflict with or result in a the breach of any provision of the terms or conditions of, or require any consent, waiver constitute (with due notice or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage lapse of time or otherwise, would constitute both) a default under, or give rise to violate or conflict with any such right) under any of the termsagreement, conditions lease, note, contract, bond, indenture, license or provisions of any material Contract other document or undertaking, oral or written, to which Parent Seller or Purchaser or any of their respective Subsidiaries Parekh is a party or by which the assets of Parent Seller or Parekh is bound and by which any of their respective Subsidiaries the Assets may be bound or affected, (div) violate any rule, regulation, order, writ, injunctioninjunction or decree of any court, decree, statute, rule administrative agency or regulation applicable to Parent governmental body binding on Seller or Purchaser or on any of their respective Subsidiaries the Assets, or by which any of their respective assets are bound(v) otherwise have a material adverse effect on the Assets.